Service Agreement

These Terms and Conditions (“TAC”) shall be incorp orated by reference into each Scope of Work (“SOW”) or Load Confirmation Agreement (“LCA”) of AMZ3 PL DBA Logisticsly (“Comp any”), which, together shall constitute the entire written agreement between the parties, unless otherwise superseded by a written agreement signed by both parties.

Definitions

a) “Comp any” shall mean Logisticsly. Company is a provider of third-party logistics services which arranges for the transportation of surface shipments and related logistics services for, and on behalf of, its Customers.
a) “Carrier” shall mean a licensed for-hire motor carrier which is authorized to transport shipments in interstate commerce by the Federal Motor Carrier Safety Administration (FMCSA).
b) “Customer” shall mean the party which retains Company to arrange for the provided Services, and who agrees to be responsible for payment of charges.
c) “Services” shall mean all logistics services provided by Company. As well as services provided by its Carriers, which are independent contractors. Services shall be initiated on a per shipment basis predicated on an individual rate agreement (the “Logisticsly Pricing Table”), which shall incorporate the terms and conditions set forth herein. Customer must notify Company of any shipment changes or cancellation prior to dispatch, or Customer may incur additional charges.

Terms Notice

Company may change this TOS, the Policies and Fees from time to time. If we change this TOS or the Fees we will provide notice by emailing the email address associated with your account.

Customer’s Warranties

Customer warrants that Customer has full power and authority to enter into this TAC and shall be responsible for, and warrants compliance by it, and all consignors and consignees with applicable laws, rules, and regulations, including, but not limited to, customs laws, import and export laws, anti-corruption laws, and governmental regulations of any jurisdiction to, from, through or over which the shipment may be carried. Company assumes no liability to Customer or to any other person for any loss or exp ense due to the failure of Customer to comply with this provision. Any individual or entity acting on behalf of Customer in scheduling shipments hereunder warrants that it has the right to act on behalf of Customer and the right to legally bind Customer.

Customer Responsibilities

Unless agreed to otherwise in writing, Customer warrants that it is responsible for insuring the shipment contents are properly marked, labeled and accompanied by the proper paperwork; otherwise extended unloading times will take effect resulting in additional charges by the carrier and by Logisticsly, and noted as “violations” when these markings or paperwork is missing or incorrect.
Detention beyond allowed free time may cause assessment of additional charges. All shipments shall be treated as “Ship p er load and count” where carrier’s personnel do not supervise loading and shipments are delivered with seal intact. Company does not accept hazardous materials for shipment. If hazardous materials are shipped, then customer is responsible for the DOT policies plus any fees involved with the removal of such materials or charges incurred by Logisticsly.

Payment

Company agrees to submit to Customer a monthly invoice for all services provided, with detailed billing upon Customer request. Customer agrees to pay all such invoices within fifteen (1 5 ) days of receipt without offset unless agreed to otherwise in writing. Invoices not paid within this time limit will be subject to a “Late Penalty” Fee of ten percent (1 0 %) of the total amount due or one hundred USD ($ 1 0 0 ) whichever is greater every thirty (3 0 ) calendar days (or, if less, the maximum fee permitted by applicable law) per month or any part thereof plus attorney’s fees in the amount of 1 0 0 % of the unpaid amount if litigation is required.

Liquidation of Unclaimed Inventory

If, after a period of 30 days from the date of storage or provision of services, we have not received any communication from the client, defined as the absence of receipts, emails, phone calls, or WhatsApp messages related to the stored inventory, or in the case of accounts with outstanding invoices for 30 days without communication from the client, Company reserves the right to liquidate unclaimed inventory at its discretion. This liquidation may occur through disposal or resale, as deemed appropriate by Company. The client will be notified in writing via email to the email on your account of the intent to liquidate unclaimed inventory, allowing a final opportunity for communication and resolution. Client is responsible to maintain an updated email address with Company. This provision is in accordance with the terms and conditions outlined in this service agreement. This is effective immediately and applies to current account status.

Long Term Storage

Company may apply long term storage fees to Customer for product stored with Company for longer than three hundred and sixty five days (365).

Bills of Lading and Packing Slips

Any bill of lading used by Customer to tender a shipment to Company shall contain the shipper’s name and address, consignee name and address, description of the goods, number of packages all which shall be properly labeled with the proper SKU and item title, short description and number of units per carton, weight and at least 1 carton shall be accompanied by a Packing Slip visibly placed in a pouch outside said carton and marked accordingly. The bill of lading will be deemed to read as if it were a Standard Truckload Bill of Lading. Any terms, conditions and provisions of a bill of lading or other receipt shall be subject to and subordinate to these Terms and Conditions. Any bill of lading issued by Customer or Carrier shall constitute a delivery receipt only. Customer will not insert Company’s name on a bill of lading. Failure to comply will result in a “violation” carrying a fee per the “Logisticsly Pricing Table”

Responsibility for Freight Charges

Upon payment by Company of freight charges to its retained Carrier, Comp any acquires by assignment all collection rights of its Carrier. Upon payment by Company to Carrier, Company acquires Carrier’s bill of lading and invoices with recourse to all parties legally liable for payment of freight charges, with respect to the amounts not paid in accordance with the payment terms above.

Independent Contractor

Company and its Carriers are and will remain separate independent contractors with respect to Customer and the Services being performed hereunder. Nothing herein shall be construed as creating a legal partnership or joint venture between any parties.

Indemnification

Each party shall indemnify, defend, and hold harmless the other, its successors and assigns, and their respective affiliates, employees, directors, officers, owners, representatives and agents from any and all losses, claims, demands, damages, liabilities, obligations, costs and/or exp enses, including, without limitation, reasonable attorneys’ fees to the extent caused by any negligent or willful act or omission of the indemnitor, its employees or agents. Comp any warrants that Carriers retained by it hold insurance as req uired by federal statute and that such insurance will insure to Customer’s benefit.

Cargo Liability and Claims

Company is not liable for any claims or losses before and after a shipment comes to or leaves our warehouse.
All claims will be filed by Customer with the authorized Carrier retained by Company subject to the Federal Claims Rules, 4 9 C.F.R. §37 0 , the Carmack Amendment, 4 9 U.S.C. §1 4 7 0 6 and the terms and conditions of the Standard Truckload Bill of Lading.
(a) Unless otherwise agreed in writing, all truckload shipments will be released to a maximum value not to exceed five US dollars ($ 5 .0 0 ) per pound per package subject to a maximum liability of USD $ 1 ,0 0 0 per vehicle, whichever is less or as set forth by the carrier.
(b) Where substituted rail for motor carrier service is used, liability for cargo loss or damage shall be limited to the extent of applicable railroad claims rules, policy guidelines, railroad rules, packaging guidelines, and other service conditions set forth by the carrier.

(c) Where less-than-truckload shipments are tendered, the published service conditions, accessorial charges and release rate of the applicable service provider shall apply. For volume-based LTL shipments, cargo liability coverage is $ 1 .0 0 /lb. or as set forth by the carrier.
(d) Where transloading and/or warehousing services are provided, liability for cargo loss or damage shall be limited to the coverage of Company unless Customer 1 ) declares value and requests specific cargo coverage from Carrier in writing and 2 ) receives approval to provide cargo coverage for these services from Carrier in writing and provides confirmed documentation to Company 4 8 hrs in advance of shipment confirmation.

Liability Insurance

Company does not offer liability insurance for their Customers. Company will not be responsible for any loss of goods or sales loss associated with the products that are shipped. Customers, however, are encouraged to add Company to their current insurance or to purchase a policy from a third-party vendor.

Arbitration

Alternative Dispute Resolution (ADR) Company and Customer agree that any claims between the parties will be resolved using Arbitration and will not be litigated in a Court of law.

Undercharge and Overcharge Claims

Except as otherwise expressly provided for herein, Company shall process all overcharges by submitting a formal claim request via email to Comp any with all supporting information. The time limit for filing of initial claims for alleged undercharges or overcharges under the terms of this Agreement shall be thirty
(3 0 ) days from the date of delivery of the Invoice. Failure to file a claim challenging initial charges within said thirty (3 0 ) day period shall forever bar any action at law for recovery of same. Any arbitration initiated by either party to collect alleged undercharges or overcharges under the terms of this Agreement shall be commenced not later than six (6 ) days after delivery of the shipment. The expiration of six (6 ) days term shall be a complete and absolute defense against any such claim, regardless of any extenuating or mitigating circumstances or excuses of any nature whatsoever.

Waiver

Company and Customer expressly waive all rights and remedies allowed under 4 9 U.S.C. § 1 4 1 0 1 to the extent that such rights and remedies conflict with these Terms and Conditions. Failure of Customer or Company to insist upon the other party’s performance under these Terms and Conditions or to exercise any right or privilege herein, will not be a waiver of any rights or privileges.

Force Majeure

Neither Customer nor Company will be liable for any delay in the performance of their respective obligations for Services resulting directly or indirectly from or contributed to by any acts of God, acts of government, or other civil or military authorities, acts of terrorists, fires, accidents, floods, war, riot,or other circumstances beyond its reasonable control.

Severability

If any provision of this TAC is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TAC will otherwise remain in full force and effect and enforceable. Both parties agree that this TAC, together with any of the Company’s policies and schedule, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TAC, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TAC and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any arbitration proceeding to enforce rights under this TAC, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TAC will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Choice of Law

These Terms and Conditions and the relationship of Customer and Company shall be construed according to general principles of federal transportation law and the laws of the State of Texas without giving consideration to principles of conflict of laws.

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